Exhibit
      10.4

     

    GUARANTY
      

     

    1. Identification.

    


    This
      Guaranty (the “Guaranty”), dated as of July ___, 2008, is entered into by
      Boomj.com, Inc., a Nevada corporation (“Guarantor”), for the benefit of the
      Collateral Agent identified below and the parties identified on Schedule A
      hereto (each a “Lender” and collectively, the “Lenders”).

    


    2. Recitals.

    


    2.1 Guarantor
      is a direct subsidiary of Boomj, Inc., a Nevada corporation (“Parent”). The
      Lenders have made and/or are making loans to Parent (the “Loans”). Guarantor
      will obtain substantial benefit from the proceeds of the Loans.

    


    2.2 The
      Loans
      are and will be evidenced by certain secured promissory Notes (collectively,
      “Note” or “Notes”) issued by Parent on, about or after the date of this Guaranty
      pursuant to subscription agreements dated at or about the date hereof
      (“Subscription Agreements”). The Notes are further identified on Schedule A
      hereto and were and will be executed by Parent or Guarantor as “Borrower” or
“Debtor” for the benefit of each Lender as the “Holder” or “Lender”
thereof.

    


    2.3 In
      consideration of the Loans made and to be made by Lenders to Parent and for
      other good and valuable consideration, and as security for the performance
      by
      Parent of its obligations under the Notes and as security for the repayment
      of
      the Loans and all other sums due from Debtor to Lenders arising under the Notes
      (collectively, the “Obligations”), Guarantor, for good and valuable
      consideration, receipt of which is acknowledged, has agreed to enter into this
      Guaranty. 

    


    2.4 The
      Lenders have appointed Hank Cohn as Collateral Agent pursuant to that certain
      Collateral Agent Agreement dated at or about the date of this Agreement
      (“Collateral Agent Agreement”), among the Lenders and Collateral
      Agent.

    


    3. Guaranty.

    


    3.1 Guaranty.
      Guarantor hereby unconditionally and irrevocably guarantees, jointly and
      severally with any other Guarantor, the punctual payment, performance and
      observance when due, whether at stated maturity, by acceleration or otherwise,
      of all of the Obligations now or hereafter existing, whether for principal,
      interest (including, without limitation, all interest that accrues after the
      commencement of any insolvency, bankruptcy or reorganization of Parent, whether
      or not constituting an allowed claim in such proceeding), fees, commissions,
      expense reimbursements, liquidated damages, indemnifications or otherwise (such
      obligations, to the extent not paid by Parent being the “Guaranteed
      Obligations”), and agrees to pay any and all reasonable costs, fees and expenses
      (including reasonable counsel fees and expenses) incurred by Collateral Agent
      and the Lenders in enforcing any rights under the guaranty set forth herein.
      Without
      limiting the generality of the foregoing, Guarantor’s liability shall extend to
      all amounts that constitute part of the Guaranteed Obligations and would be
      owed
      by Parent to Collateral Agent and the Lenders, but for the fact that they are
      unenforceable or not allowable due to the existence of an insolvency, bankruptcy
      or reorganization involving Parent.

     

    3.2 Guaranty
      Absolute.
      Guarantor guarantees that the Guaranteed Obligations will be paid strictly
      in
      accordance with the terms of the Notes, regardless of any law, regulation or
      order now or hereafter in effect in any jurisdiction affecting any of such
      terms
      or the rights of Collateral Agent or the Lenders with respect thereto. The
      obligations of Guarantor under this Guaranty are independent of the Guaranteed
      Obligations, and a separate action or actions may be brought and prosecuted
      against Guarantor to enforce such obligations, irrespective of whether any
      action is brought against Parent or any other Guarantor or whether Parent or
      any
      other Guarantor is joined in any such action or actions. The liability of
      Guarantor under this Guaranty constitutes a primary obligation, and not a
      contract of surety,
      and to
      the extent permitted by law, shall be irrevocable, absolute and unconditional
      irrespective of, and Guarantor hereby irrevocably waives any defenses it may
      now
      or hereafter have in any way relating to, any or all of the
      following:


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    


    Exhibit
      10.4

    


    (a)
        any
      lack
      of validity of the Notes or any agreement or instrument relating
      thereto;

     

    (b)
        any
      change in the time, manner or place of payment of, or in any other term of,
      all
      or any of the Guaranteed Obligations, or any other amendment or waiver of or
      any
      consent to departure from the Notes, including, without limitation, any increase
      in the Guaranteed Obligations resulting from the extension of additional credit
      to Parent or otherwise;

     

    (c)
        any
      taking, exchange, release, subordination or non-perfection of any Collateral,
      or
      any taking, release or amendment or waiver of or consent to departure from
      any
      other guaranty, for all or any of the Guaranteed Obligations;

     

    (d)
        any
      change, restructuring or termination of the corporate, limited liability company
      or partnership structure or existence of Parent; or

     

    (e)
      any
      other circumstance (including, without limitation, any statute of limitations)
      or any existence of or reliance on any representation by Collateral Agent or
      the
      Lenders that might otherwise constitute a defense available to, or a discharge
      of, Parent or any other guarantor or surety.

    


    This
      Guaranty shall continue to be effective or be reinstated, as the case may be,
      if
      at any time any payment of any of the Guaranteed Obligations is rescinded or
      must otherwise be returned by Collateral Agent, the Lenders or any other entity
      upon the insolvency, bankruptcy or reorganization of the Parent or otherwise
      (and whether as a result of any demand, settlement, litigation or otherwise),
      all as though such payment had not been made.

    


    3.3 Waiver.
      Guarantor hereby waives promptness, diligence, notice of acceptance and any
      other notice with respect to any of the Guaranteed Obligations and this Guaranty
      and any requirement that Collateral Agent or the Lenders exhaust any right
      or
      take any action against any Borrower or any other person or entity or any
      Collateral. Guarantor acknowledges that it will receive direct and indirect
      benefits from the financing arrangements contemplated herein and that the waiver
      set forth in this Section 3.3 is knowingly made in contemplation of such
      benefits. Guarantor hereby waives any right to revoke this Guaranty, and
      acknowledges that this Guaranty is continuing in nature and applies to all
      Guaranteed Obligations, whether existing now or in the future.

    


    3.4
      Continuing
      Guaranty; Assignments.
      This
      Guaranty is a continuing guaranty and shall (a) remain in full force and effect
      until the later of the indefeasible cash payment in full of the Guaranteed
      Obligations and all other amounts payable under this Guaranty, the Subscription
      Agreements and the Notes, (b) be binding upon Guarantor, its successors and
      assigns and (c) inure to the benefit of and be enforceable by the Lenders and
      their successors, pledgees, transferees and assigns. Without limiting the
      generality of the foregoing clause (c), any Lender may pledge, assign or
      otherwise transfer all or any portion of its rights and obligations under this
      Guaranty (including, without limitation, all or any portion of its Notes owing
      to it) to any other Person, and such other Person shall thereupon become vested
      with all the benefits in respect thereof granted such Collateral Agent or Lender
      herein or otherwise.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    Exhibit
      10.4

     

    3.5
      Subrogation.
      Guarantor will not exercise any rights that it may now or hereafter acquire
      against the Collateral Agent or any Lender or other Guarantor (if any) that
      arise from the existence, payment, performance or enforcement of such
      Guarantor’s obligations under this Guaranty, including, without limitation, any
      right of subrogation, reimbursement, exoneration, contribution or
      indemnification, whether or not such claim, remedy or right arises in equity
      or
      under contract, statute or common law, including, without limitation, the right
      to take or receive from the Collateral Agent or any Lender or other Guarantor
      (if any), directly or indirectly, in cash or other property or by set-off or
      in
      any other manner, payment or security solely on account of such claim, remedy
      or
      right, unless and until all of the Guaranteed Obligations and all other amounts
      payable under this Guaranty shall have been indefeasibly paid in full.


     

    3.6
      Maximum
      Obligations.
      Notwithstanding any provision herein contained to the contrary, Guarantor’s
      liability with respect to the Obligations shall be limited to an amount not
      to
      exceed, as of any date of determination, the amount that could be claimed by
      Lenders from Guarantor without rendering such claim voidable or avoidable under
      Section 548 of the Bankruptcy Code or under any applicable state Uniform
      Fraudulent Transfer Act, Uniform Fraudulent Conveyance Act or similar statute
      or
      common law.

     

    4. Miscellaneous.
      

     

    4.1 Expenses.
      Guarantor shall pay to the Lenders, on demand, the amount of any and all
      reasonable expenses, including, without limitation, attorneys’ fees, legal
      expenses and brokers’ fees, which the Lenders may incur in connection with
      exercise or enforcement of any the rights, remedies or powers of the Lenders
      hereunder or with respect to any or all of the Obligations.

    


    4.2 Waivers,
      Amendment and Remedies.
      No
      course of dealing by the Lenders and no failure by the Lenders to exercise,
      or
      delay by the Lender in exercising, any right, remedy or power hereunder shall
      operate as a waiver thereof, and no single or partial exercise thereof shall
      preclude any other or further exercise thereof or the exercise of any other
      right, remedy or power of the Lenders. No amendment, modification or waiver
      of
      any provision of this Guaranty and no consent to any departure by Guarantor
      therefrom, shall, in any event, be effective unless contained in a writing
      signed by the Majority in Interest (as such term is defined in the Collateral
      Agent Agreement) or the Lender or Lenders against whom such amendment,
      modification or waiver is sought, and then such waiver or consent shall be
      effective only in the specific instance and for the specific purpose for which
      given. The rights, remedies and powers of the Lenders, not only hereunder,
      but
      also under any instruments and agreements evidencing or securing the Obligations
      and under applicable law are cumulative, and may be exercised by the Lenders
      from time to time in such order as the Lenders may elect.

    


    4.3 Notices.
      All
      notices or other communications given or made hereunder shall be given in the
      same manner as set forth in Section 13(b) of the Subscription Agreement to
      the
      party to receive the same at its address set forth below or to such other
      address as either party shall hereafter give to the other by notice duly made
      under this Section:

    


    
      	
              To
                Guarantor, to:

            	
              c/o
                Boomj, Inc.

            
	 	
              9029
                South Pecos Road, Suite 2800

            
	 	
              Henderson,
                NV 89074

            
	 	
              Attn:
                Robert J. McNulty, CEO

            
	 	
              Fax:
                (702) 463-7007

            
	 	 
	
              With
                a copy by fax only to:

            	
              TroyGould

            
	 	
              1801
                Century Park East, Suite 1600

            
	 	
              Los
                Angeles, CA 90067-2367

            
	 	
              Attn:
                Istvan Benko, Esq.

            
	 	
              Fax:
                (310) 789-1426

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
       

      Exhibit
        10.4



    
      	
              To
                Lenders:

            	
              To
                the addresses and telecopier numbers set

            
	 	
              Forth
                on Schedule A

            


    

    


    Any
      party
      may change its address by written notice in accordance with this
      paragraph.

    


    4.4 Term;
      Binding Effect.
      This
      Guaranty shall (a) remain in full force and effect until payment and
      satisfaction in full of all of the Obligations; (b) be binding upon Guarantor
      and its successors and permitted assigns; and (c) inure to the benefit of the
      Lenders and their respective successors and assigns. All
      the
      rights and benefits granted by Guarantor to the Collateral Agent and Lenders
      hereunder and other agreements and documents delivered in connection therewith
      are deemed granted to both the Collateral Agent and Lenders. Upon the payment
      in
      full of the Obligations, (i) this Guaranty shall terminate and (ii) the Lenders
      will, upon Guarantor’s request and at Guarantor’s expense, execute and deliver
      to Guarantor such documents as Guarantor shall reasonably request to evidence
      such termination, all without any representation, warranty or recourse
      whatsoever.

    


    4.5 Captions.
      The
      captions of Paragraphs, Articles and Sections in this Guaranty have been
      included for convenience of reference only, and shall not define or limit the
      provisions hereof and have no legal or other significance
      whatsoever.

    


    4.6 Governing
      Law; Venue; Severability.
      This
      Guaranty shall be governed by and construed in accordance with the laws of
      the
      State of Nevada without regard to principles of conflicts or choice of law.
      Any
      legal action or proceeding against Guarantor with respect to this Guaranty
      may
      be brought in the courts of the State of Nevada or of the United States in
      Clark
      County, Nevada, and, by execution and delivery of this Guaranty, Guarantor
      hereby irrevocably accepts for itself and in respect of its property, generally
      and unconditionally, the jurisdiction of the aforesaid courts. Guarantor hereby
      irrevocably waives any objection which they may now or hereafter have to the
      laying of venue of any of the aforesaid actions or proceedings arising out
      of or
      in connection with this Guaranty brought in the aforesaid courts and hereby
      further irrevocably waives and agrees not to plead or claim in any such court
      that any such action or proceeding brought in any such court has been brought
      in
      an inconvenient forum. If any provision of this Guaranty, or the application
      thereof to any person or circumstance, is held invalid, such invalidity shall
      not affect any other provisions which can be given effect without the invalid
      provision or application, and to this end the provisions hereof shall be
      severable and the remaining, valid provisions shall remain of full force and
      effect. This
      Guaranty shall be deemed an unconditional obligation of Guarantor for the
      payment of money and, without limitation to any other remedies of Lenders,
      may
      be enforced against Guarantor by any summary proceeding permitted in the
      jurisdiction where enforcement is sought. For purposes of such rule or statute,
      any other document or agreement to which Lenders and Guarantor are parties
      or
      which Guarantor delivered to Lenders, which may be convenient or necessary
      to
      determine Lenders’ rights hereunder or Guarantor’s obligations to Lenders are
      deemed a part of this Guaranty, whether or not such other document or agreement
      was delivered together herewith or was executed apart from this
      Guaranty.
      Each
      party hereby irrevocably waives personal service of process and consents to
      process being served in any suit, action or proceeding in connection with this
      Agreement or any other Transaction Document by mailing a copy thereof via
      registered or certified mail or overnight delivery (with evidence of delivery)
      to such party at the address in effect for notices to it under this Agreement
      and agrees that such service shall constitute good and sufficient service of
      process and notice thereof. Nothing contained herein shall be deemed to limit
      in
      any way any right to serve process in any other manner permitted by law. Each
      Guarantor irrevocably appoints Parent its true and lawful agent for service
      of
      process upon whom all processes of law and notices may be served and given
      in
      the manner described above; and such service and notice shall be deemed valid
      personal service and notice upon each such Guarantor with the same force and
      validity as if served upon such Guarantor.

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    Exhibit
      10.4

    


    4.7 Satisfaction
      of Obligations.
      For all
      purposes of this Guaranty, the payment in full of the Obligations shall be
      conclusively deemed to have occurred when either the Obligations have been
      indefeasibly paid or all outstanding Notes have been converted to common stock
      pursuant to the terms of the Notes and the Subscription Agreements.

    


    4.8 Counterparts/Execution.
      This
      Agreement may be executed in any number of counterparts and by the different
      signatories hereto on separate counterparts, each of which, when so executed,
      shall be deemed an original, but all such counterparts shall constitute but
      one
      and the same instrument. This Agreement may be executed by facsimile signature
      and delivered by facsimile transmission.

     

    [THE
      BALANCE OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    Exhibit
      10.4

    


    IN
      WITNESS WHEREOF, the
      undersigned have executed and delivered this Guaranty, as of the date first
      written above.

     

    “GUARANTOR”

    BOOMJ.COM,
      INC.

    A
      Nevada
      corporation

     

    
      	
              By:

            	
               

            
	 	 
	
              Its:
                

            	 



    

     

    This
      Guaranty Agreement may be signed by facsimile signature
      and

    delivered
      by confirmed facsimile transmission.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    Exhibit
      10.4


    SCHEDULE
      A TO GUARANTY


    


    
      	
              LENDER

            	 	
              NOTE
                PRINCIPAL AMOUNT

            	 
	 	 	$	
            	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	
              Total:

            	 	
              $

            	
            	 


    

     

    
      
        
        

      

      
        7